LCMS Commission on Constitutional Matters — Minutes St. Louis, Missouri — May 1−2, 2006, Page 7

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(7)

The President may request that an officer, executive, or agency reverse a decision that he
believes violates the Constitution, Bylaws, or resolutions of the Synod (Bylaw 3.3.1.2 [c] [2]);

(8)

The President may refer to the Synod’s Board of Directors, Commission on Constitutional
Matters, and/or the Synod in convention any situation where an officer, executive, or agency
refuses to alter/reverse an action that he believes violates the Constitution, Bylaws, or
resolutions of the Synod (Bylaw 3.3.1.2 [c] [2]);

(9)

The President has executive power to act if specifically given such power by a Synod
convention if affairs of the Synod require it (Bylaw 3.3.1.3 [j]);

(10) The President may exercise executive power in the absence of a specific directive of the Synod
should affairs of the Synod require it in his opinion after appropriate consultation with the vicepresidents, Board of Directors, or Council of Presidents of the Synod (Bylaw 3.3.1.3 [k]).
Therefore, under specific directives of the Constitution and Bylaws of the Synod, the President has
authority to advise/request that an agency or staff executive not appoint someone he believes would not
serve the best interests of the Synod. He may also ask that an agency or executive reverse a decision he
believes to be improper if made. Beyond these authorized avenues of action, the President of the Synod,
after appropriate consultation, has innate executive power to act in areas of doctrine and administration if
he believes that the affairs of the Synod require it (Bylaw 3.3.1.3 [k]). As the Commission has advised in
a prior opinion, such an “ultimate constitutional responsibility” in situations where the day to day
administration rests with other staff or agencies of the Synod should only be exercised if a matter is “so
important” that action is “required” for the health, welfare, and integrity of the Synod (Ag. 330, quoted
above). As in the exercise of censorship, such exercise of executive power should be done “only in
exceptional circumstances…on those occasions when the affairs of the Synod so require…” (Ag. 2073,
quoted above).
142. Authority of the Board of Directors (06-2463)
In a March 6, 2006 letter, a parish pastor asked questions related to the “litigation process which is now
taking place in our Synod at this time,” explaining that such questions are “a matter of great concern to
me and many others in The Lutheran Church—Missouri Synod.”
Question 1: Does the Synod’s Board of Directors, as legal representative of the Synod, have the authority
to enter into a legal agreement to vacate the election of the President, Vice-President, or any
other office elected by the Synod in its 2004 convention?
Opinion: No. The duties and responsibilities of the Board of Directors of the Synod are as outlined in
Article XI F of the Constitution and Bylaws 1.4.4 and 3.3.5. As with all officers of the Synod, the Board
of Directors as a whole, according to Constitution Art. XI A 1, “must assume only such rights as have
been expressly conferred upon them by the Synod, and in everything pertaining to their rights and the
performance of their duties they are responsible to the Synod.” Under Bylaw 3.3.5.4, the Board of
Directors has been authorized to take, on behalf of the Synod, actions related to the business and legal
affairs of the Synod which have not been expressly delegated by the Constitution, Bylaws, and resolutions
of the Synod to other officers or agencies of the Synod.
The conduct of the convention, including the election of the President, Vice-President, and all other
offices subject to election at the convention, is governed by the Bylaws. That responsibility and authority
has been retained by the Synod in convention and has not been delegated to the Board of Directors. It
would be beyond the authority of the Board of Directors to enter into an agreement or take such steps as
would cause the overturning or vacating of the elections conducted by the Synod in convention.

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